Invasion
by Hanmyo
Summary: Something's happened to Ben, and neither he nor his grandpa or Gwen know what is going on...[OMIGOSH.... ITS FINISHED!]
1. Chapter 1

Disclaimer - I do not own Ben 10 or any of its characters P

AN - AHOY!!!!! This is my first attempt at a Ben 10 Fan fiction P Not sure how its gonna go or if itll be any good, but I hope all of yall enjoy it D With most of the fics I do these days, I try to finish the whole thing before I post it, just so yall don't have to yell and scream at me to finish x.x buuuut… this fic doesn't look like its gonna make it ;-; curse my impatience!

So heres how its gonna go… you get Chapter 1... But chapter 2 doesn't come until I finish the whooooole thing… so read at your own risk x.x

OH AND VERY IMPORTANT! If youre a Ben 10 fan and are looking for a Forum to talk to people on, theres a link in my profile to one! Feel free to yell at me there D

Invasion

By Tippy

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"Soooo… incredibly… booooooooooored…." The phrase had become all too common for this group of travelers, but today it seemed more than appropriate. Seven long hours of driving down an flat, desert highway, not another town for miles and everyone's nerves were wearing dangerously thin.

Ben lay across the padded booth, his head hanging over the edge as he propped his feet against the wall of the beat-up RV. Gwen sat in the booth across from her cousin, an elbow resting on the table, her hand supporting her chin as she let out an exasperated yawn. Grandpa Max sat in his usual place, steering the large vehicle down the unchanging road.

"How much longer till we get to a town, or at least a place to do something?!?" Ben continued in a rather whiny voice.

The elder of the group grabbed a folded piece of paper and threw it back to the distraught ten year old, "There's the map," his voice was tinged with annoyance, not only from the boy's incessant nagging, but he too longed for a place to stop. This road was mind-numbingly long. "You two see what you can find."

The map landed haphazardly on the floor in front of the table and Ben looked at it before reaching out an arm to grab it. His cousin jolted in surprise when the article smacked her on the forehead. "Ben!?!"

"What? You read it, I'm too bored to get up…"

She scowled at him, taking the map and spreading it across the table. Her finger traced over the bold line that signified the road they were currently traveling on, until she found a black dot across it. "Hey, Grandpa, what about Tonopah? The map says its only another fifty-six miles?"

"Sounds perfect!" One more hour and they'd be back in civilization!

oOoOoOo

Vilgax listened intently to the transmission from his agent. His last two had failed miserably, but his hopes had been lifted by the employment of his newest hunter. She would get the job done, not matter the cost.

"I've been tracking them, and they seem to be headed towards a small town." Her smooth voice cracked over the communications console. "The plan seems to be running as expected. I will have the device for you soon. Out." Her transmission ceased, leaving the villainous alien to his observing, a grin drifting across his face.

oOoOoOo

Half an hour down, only a little while longer and they'd be in Tonopah. He wasn't sure what was there, but it had to be better than driving down this road. Ben had been on some pretty long rides this summer, but this one had to be the worst. There was nothing to do along the way, much less anything to see.

A loud grinding caught his attention and he looked towards the front of the RV to find his grandpa, frowning as he pulled the vehicle onto the side of the road.

"What happened?" Gwen had left the booth and joined the older man at the front.

"Dunno, but it didn't sound good." He let out a sigh before opening the door and stepping out. The two kids followed, meeting him as he lifted the hood. Their first indication that it was something big was the dark stream of fluid that was now trailing across the warm asphalt.

"Definitely not good… looks like we're stuck here." Max informed the two as he closed the hood.

"Stuck?!" The two chimed in together and Gwen continued, "Can you fix it?"

"Maybe, but if I can't we may be walkin'" His face fell at that thought.

"What are you talking about? I can just get out XLR8 and we'll be at Tono… Tono…?"

"Tonopah." Gwen corrected him.

"Whatever, problem solved."

"Let me try to fix this thing first before we do any traveling. I don't want to have to send a tow truck out here if I don't have to." Max had turned back to the RV again to find his tools, leaving the two youths to wander around the deserted area.

His hands shoved into his pockets, Ben kicked at a stray rock, figuring that had to be a little bit more fun than staring at the orange tinted dirt. Grandpa had been working on the RV for a little over thirty minutes now, and from the grumbling he'd heard, it didn't look very good. But on the bright side, he'd get to transform.

Ben rejoined the group as the older man threw his tools back into the vehicle, a frown plastered on his face.

"Doesn't look like we'll be drivin' any time soon." He sighed in defeat.

"Awesome!…. I mean… too bad." Ben tried to hide the excited grin on his face.

"Let me get some things and we'll get going…" Their grandpa stepped back into the RV.

"Wait…" Gwen spoke, catching their attention. "What's that?"

Ben joined her behind the RV and looked down the highway, into the tendrils of heat that snaked off the hot pavement. After a moment, he could see the definite shape of a car heading towards them.

"Well I'll be…" There was a sense of humor in Grandpa Max's voice as he joined the two, catching sight of the car. "Looks like we might not need XLR8 today." He grinned down at his grandson before stepping out, lifting his arms to flag down the driver.

A red sedan pulled off the road, stopping a few feet in front of the group, the door opening.

"Hey there!" The older man greeted as he stepped forward. "Could we hitch a ride with you into town? Our RV's out of commission and…" His sentence trailed off as the driver stepped out of the car. A woman, standing a good five foot nine inches tall, her vibrant red hair lightly brushing the tops of her shoulders, smiled to the group.

"Hope on in," She spoke with a slight southern accent. "I've got plenty of room."

"I call shotgun!" Max and Gwen both looked at Ben who had a huge smile on his face, and before they could do anything, he was at the passenger side door, climbing in. The other two shrugged and climbed into the back of the car.

"I'm Layla." She introduced herself, offering her hand to Ben who took it.

Whoa…He blinked as an odd feeling rushed over him. He mentally shook his head to clear the feeling, "I-I'm Ben."

She smiled, "Nice to meet you, Ben." She turned and greeted Max and Gwen, before turning ahead and driving off down the road.

The rest of the trip was spent answering questions. Where were they from? Where were they headed? All that kind of stuff. It was better than being stuck out in the desert though, that's for sure.

Ben stretched, a long yawn escaping his small form. He looked out the window as they passed a sign that read "Welcome to Tonopah" and ahead he could see the small buildings that sat on either side of the road.

"You can just drop us off anywhere." Max spoke, leaning forward to talk to the woman.

"Alright, looks like they've got a gas station. I can drop y'all off there so you can get your vehicle picked up."

"Sounds good."

They pulled up to the small station, the three passengers stepping out.

"Thanks for the ride Miss Layla. We really appreciate it." The older of the group bent down giving her a thankful smile.

"Oh, no problem at all, hope y'all get back on the road. Nice meetin' ya." The goodbyes said, she drove off.

"You two wait here and I'll see about gettin' the RV towed." The siblings nodded and watched as their grandpa stepped into the gas station.

Ben let out another yawn, his shoulders slouching forward. He found it strange that he was tired at this time of the day, but considering how bored he was at the moment, he figured it was wearing him out. He walked over to a nearby bench and plopped down onto it, Gwen joining him as they waited.

She placed her chin in her hands, her elbows on her knees as she stared ahead at the town grocery store. It wasn't much of a store as it was a just a place you could buy food. She let out a sigh and watched as the townspeople went about their daily routines.

It wasn't long before their grandpa had returned holding a receipt for the towing. He tucked the slip into his pocket as he approached the two youths.

"I guess we should find some place to stay while we wait. What do you two think?"

Gwen just shrugged, standing up from the bench. When he turned to Ben, he noticed that the boy hadn't seemed to have heard him. He gently placed a had on the ten year old's shoulder, giving it a light squeeze. He smiled as the boy lifted his head, blinking sleep filled eyes.

"What?" Ben asked, timidly.

"Come on, we're gonna find a place to stay." Ben nodded, standing up. His yawn did not go unnoticed as they began their search, Max deciding it might be good for the two to rest up a bit before they go exploring.

The motel wasn't too hard to find, seeing as it was the only one in the small town. Gwen pushed the door to their room open and stepped inside, followed by her cousin and grandfather. The room was pretty small, consisting of two beds and a bathroom. A warm shower did sound good though.

While Gwen went off to fill the need to have a proper shower, Ben found the nearest bed and crawled onto it, collapsing into the soft pillow. Grandpa Max just smiled and shut the door, taking a seat on the other bed. He grabbed the remote off the nightstand and switched on the television, flipping through the few channels.

Gwen stepped out of the bathroom, a towel wrapped around her head. Her grandpa was still sitting on the bed, watching a cooking show that looked somewhat interesting. Ben looked to be asleep on the other bed. She wondered how long he'd been like that. It wasn't entirely strange for her to see her cousin passed out, but usually he was a bundle of energy. She shrugged her shoulders, grateful for the little peace his sleeping was providing.

"You two up for a tour around the town?" The elder man asked, a little more enthusiastically than he felt.

"Sounds good to me." The girl spoke as she ran her fingers through her wet hair. "You think sleepy head can keep up?"

Max let out a short laugh before standing and walking over to the slumbering boy. "Hey, Ben. We're goin' out, you wanna come?" He paused, waiting for the boy's response. A moment passed and he didn't move.

"Ben?" His grandpa put a hand on his shoulder, squeezing it to rouse the boy. Still, no movement came from him. Worry finally wrapping its way around Max's mind, he shook his grandson's shoulder gently, only receiving a confused look from Gwen.

"Ben, its time to wake up." He spoke a little louder, giving the boy's shoulder another shake. Nothing. Fear and worry gripping him now, Max rolled Ben onto his back, the boy's arms falling limp beside his small form.

This was bad. Why wouldn't he wake up? Silently, Gwen watched her grandpa check her cousin's pulse, his face wrought with concern. There was one thing she was sure of as she watched him, he was breathing, his chest rising and falling with the action. That was a good thing right? He was okay….right?

Grandpa Max frowned as he pulled his hand away after registering the strong pulse. He didn't understand what was wrong. Ben looked fine. He was breathing, his heart was beating, it was like he was asleep. His eyes swept over the boy, finally coming to rest on the device that lay around his wrist… it was blinking.

Tbc….

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So! That's chapter one -;;; what do yall think? Im actually very excited about this fic! I cant wait to get it all written! Anyway! Yall have a good one! Sorry for the cliffy -;;

Hopefully ill finish soon and yall will get to read the rest of the fic!

Thanks for readin'!!!


	2. Chapter 2

Disclaimer - squeeeeee! (\o.O/)

AN - Yay! Chapter 2 : D Really hope yall are enjoyin this fic so far, I know I am! It seems to be writing itself pretty quickly, my only worry though is that im not gonna have much time for writing x.x Between chemistry class and Anatomy, my time span for writing is pretty small x.x But we'll just have to hope for the best : D So heres chapter 2, enjoy!

Oh and just to clear this up a little cause I feel like an idiot : P when I first wrote chapter one I thought Gwen and Ben were brother and sister from the way there were acting, but then my friend told me they were cousins. Well I fixed it in one version of the fic, but I made a second copy that I forgot to change the problem in soooooooo yesh I know they are cousins : P my bad, its all good for the rest of the chapters! Promise! Thanks to all my reviewers!

**Invasion**

By Tippy

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This was strange. Where was he? The mid-afternoon sky shown above him, thin clouds drifting by. The area around him was crawling with vegetation; tall, leafy bushes surrounding the small meadow he stood in. Ben looked around again, retracing his memory for what he remembered last. If anything, he was sure this place wasn't something he knew.

"Grandpa?" He yelled, no answer. "Gwen?… Hello?" He paused for a moment, listening, but no one replied. A light breeze filled the clearing, gently rustling the foliage. Ben lifted a hand, running it through his hair and froze. His eyes grew wide, locking onto his wrist. His other hand came up, taking hold of the appendage as if trying to find something that wasn't there. Anyone else looking at him would have questioned what was wrong, but the shock that caught the boy couldn't deny the situation. The omnitrix was gone.

This was really bad. Not only was he lost in an unfamiliar area, he was powerless. He was just a regular kid again. Most people would consider that a good thing, but inside, Ben was screaming. He didn't want to be normal, he liked being the ability to change into different alien forms.

A barrage of questions began swarming around in his mind. How did he lose it? It had never come off before. Where was it? Did someone take it? As much as he wanted answers, he wasn't going to find them standing out here. He needed to calm down and find his Grandpa and cousin.

Letting out a deep breath, Ben turned, looking for any sign of a path, any possible way to get out of the forest he was in. He frowned, something strange catching his attention. The plants didn't look like anything he had seen before. Stepping up to the edge of the clearing, he grabbed one of the oddly shaped leaves. Between the rubbery texture and the red vanes that ran through the green leaf, the ten year old couldn't place the plant. The strangest thing he noticed, though, was how warm it felt. It wasn't that hot out and the meadow was pretty shaded, so why was this thing so warm?

His thoughts were soon interrupted as a loud rustling emitted from an area in the forest to his right, leaves shaking with the disturbance. Ben froze, his gaze darting around the open field, searching for whatever or whoever had caused the noise. He waited for a moment to pass and nothing happened, but that didn't mean he was safe. He suddenly felt extremely vulnerable out in full view of the clearing. Slowly, he stepped past the strange bushes, ducking down into them for cover.

It felt strange, hiding. With the omnitrix, he always felt safe, like he had his own army of bodyguards. Now, he was alone, and something was out there.

He took a step back, desperately wanting to disappear into the foliage. An audible crack made him cringe as his foot crushed something on the ground. Petrified, Ben kept still, his eyes the only part of him moving as he tried to see if anything had heard. Silence. Nothing moved. He let out a shaky breath and turned to see what had caused his heart to jump into his throat.

"Whoa…" his voice was a hushed whisper. Laying on the ground, part of it crushed by Ben's foot, was the skeleton of some kind of creature. It's remains lay in a heap amongst the odd plant-life. It was strange how clean it looked, no decayed flesh or fur, like everything but the bone had been eaten.

Another rustle of leaves… right in front of him, and his heart skipped as he tried hard not scream. The bush continued to shake, growing more violent with each passing second. Ben tried to scramble back, away from whatever was hiding there. This time he let out a surprised yelp as he found the foliage behind him had also begun to shake.

"Wh-who's there?" The words echoed unsteadily in his mind as he tried to get away from the things that were surrounding him. From behind, something wrapped around his wrist and he was on his feet, jerking free of the restraint. His mouth dropped open as he took in the sight of intertwining vines whipping around frantically.

"The plants…" Realization hit him as the green ropes reached out for him again. He quickly dodged the assault, spinning around only to find the other bushes flailing hostile appendages in his direction. _Great, Ben… now you're trapped!_ His own voiced yelled at him. He needed to get back into the clearing and there was only one way to do that. Taking a deep breath, Ben pushed off the ground, running as fast as possible through the living vegetation. He burst through, the hunger-driven plants seeming to scream in frustration as their prey tried to escape.

A long tendril whipped out, smacking into the side of Ben's face, sending him crashing to the ground. He scrambled to his feet, the pain in his cheek pushed aside by the fear of the carnivorous plants. Running towards the center of the field, Ben finally noticed all the other plants surrounding the clearing had joined in, their vines twitching as they sought out the meal before them.

"No!" Ben choked out as thick ropes of vegetation clung to his arms, halting his retreat. Another whip caught his legs, throwing him onto his stomach as the vines that held his arms grew stronger.

"Let go!" His screams echoed through the air. He didn't care about hiding anymore, he needed help and fast. "HELP!"

Ben struggled against the pull of the plants, his feet digging up the dirt and grass, but he was losing quickly. He screamed again, his voice tinged with fear. He was helpless. No powers. Grandpa and Gwen were no where to be found. He was going to die… alone. His eyes clenched shut as he tried hard not to cry, the plants drawing him closer.

_Thump!_ The ground shook beneath him as something huge landed close by. His eyes still shut, Ben could hear it, whatever it was, moving towards him. _Great, something else that wants to eat you…_ His mind mused coldly. Another thump and the ground shook around him as the thing landed over his form.

Shocked and terrified, Ben's eyes shot open only to see a huge orange foot beside his head. He noticed he wasn't moving anymore, the strange plant vines falling from his form. Rolling over he looked up at the thing that stood over him, a deep, angered growl resounding from it's throat.

"No way! Wildmutt?" He couldn't believe what he was seeing as the giant dog-like alien ripped apart another set of vines. The plants let out an inhuman scream as their appendages were torn roughly by the creature.

Ben got to his knees, climbing out from under who he hoped was his friend, and stood next to the beast as it took out more of the foliage. The screams were getting louder as frustration and pain took hold of the vegetation, their rope-like arms reaching out from all directions to attack.

Ben turned, the meadow growing thick with the hungered vines. Wildmutt yelped as two of the attackers caught hold of his back leg, trying to wrench him away from their wounded cohorts.

"Let go of him!" The ten year old growled as he brought his foot down on the plant, the vine twitching under his weight. More growth shot out from the surrounding life, this time catching Ben around the waist, yanking him clear of orange alien.

"I don't think so!" A new figure shouted before disappearing. Ben hadn't had enough time to register the alien as it moved out of site, reappearing behind him as it attacked the vine. He hadn't even hit the ground when he felt himself being carried to the still battling mutt, and placed on it's back. "Get him outta here!"

Before Ben could say anything, Wildmutt kicked off the ground, leaping over the vast greenery that littered the forest below. They landed, the alien leaping again, and the boy was finally able to see their surroundings.

As far as he could see, there were tall mountain ranges, peaked with snow, patches of green forest covering the ground below. Past the mountains ahead, stood a tall, dark tower that seemed to peer over the landscape. However, there was one feature other than the plant life, that caught Ben's attention. Along with the bright sun overhead, another large planet hung in the sky; a planet he had never seen before. This wasn't Earth.

They landed again, this time on dirt, the plant growth ceasing a ways back. Ben slid off the alien-dog's back, desperately searching into the growth behind them. Wildmutt let out a wimper of concern for the boy, moving up beside him to lay his head on Ben's shoulder.

Ben blinked, and placed a reassuring hand on Wildmutt's head before turning back to the other direction, "Where is he?"

"You talking about me?" The boy's head shot in the direction of the voice, a huge smile plastering itself onto his face.

"XLR8! I knew it was you!" The reptile-like alien smiled, joining the two.

"Yeah, you okay, Ben?" His friend motioned to the bruise forming on Ben's cheek.

"I'm fine, how about you two?" They both nodded. He found it strange how natural it felt to be around the two, which brought up another question. "What's going on anyway? Where's the watch?"

XLR8 shook his head, "No idea. Not even sure where we are."

Ben frowned, looking at their new location. Opposite the forest was a drop off, and beyond that were mountains and the fortress. "Maybe someone there will know…" He pointed towards the building. The two aliens nodded, watching as the boy moved to the edge of the overlook.

Below, he could see a lake, waves crashing lightly over its disturbed surface. Past that, he could see a dark opening in the mountain side. A tunnel? He turned back to join the pair of aliens, but froze in disbelief. They were gone. His eyes darted around, trying to find them, but there were no footprints, no sign of where they had gone. He was alone again.

Tbc…

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Holy cow that took forever to write ;.; durn brain not working! Well I hope yall liked this chapter! Hopefully ill have better luck with chapter 3 : D and im pretty sure every chapter with be left at a cliffhanger, so it should be fun XD Im supposed to be waiting for all the chapters to be finished before I start posting x.x but im impatient! So I came up with an alternative! Every time I finish a new chapter ill post the next chapter in the fic! That way itll give me incentive to write and keep me restrained at the same time : D

Thanks for reading!


	3. Chapter 3

Disclaimer - its…snowing outside… YAY!

AN - YAY CHAPTER 3! Writing is much better than doing chemistry lab homework D anyway, im pretty sure I know how this chapters gonna go, so heres hopin' itll be easy to write! Mmmmmmm cheating is fun : P! Im only halfway through chapter 6, it might end up stretching into 7 x.x lets hope not… but ya im giving yall chapter 3 early. I didn't get much done over spring break x.x Anyway hope yall enjoy!

**Invasion**

By Tippy

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They'd tried everything: water, smelling salts, anything they could find, but nothing seemed to be having any effect on the slumbering boy. Max, sat down heavily into the chair, rubbing his eyes. He was out of answers, and they were no closer to waking Ben up. He felt so helpless. The one obvious element contributing to the cause, however, lay attached to the boy's wrist. It had continued to flash, green, then red, and back to green. He was certain it had something to do with Ben's state.

Gwen had taken a seat on the bed opposite them, watching her cousin's chest rise and fall with each breath. Her knees were hugged close to her chest, her chin resting atop them. She guessed the decision had been made a long time ago, but now she was really starting to hate that watch. It always seemed to attract bad things, and now it was affecting Ben in a way she couldn't explain.

The two sat in silence, each trying to find answers that wouldn't come. It wasn't until they heard a knock at the door that they moved. They glanced at each other before Max stood and walked over to the door, peering through the peep hole.

Through the warped glass, he could see two men, both standing about six-five, dark glasses covering their eyes. Feeling a little unsettled by the two, he slide the chain lock into place, opening the door as much as it would allow.

"Can I help you?" The two men offered no emotion towards Max's question.

"We're here for the boy. Let us in and we won't have to hurt you." One man spoke calmly, his features continuing to show no emotion towards the situation.

Max's brow furrowed as he continued, "I think you've got the wrong room." That said, he quickly closed the door, flipping the deadbolt the instant it was shut. Gwen eyed him questioningly as he quickly stepped over to Ben, lifting him from the bed. "Come on, away from the window." They moved back, towards the bathroom. "Is there a window in there?" Max motioned towards the small room.

"Not one we can fit through." Gwen answered, her eyes moving between the front door and her grandfather.

Max frowned. They were stuck, unless the two men were dumb enough to think this wasn't the right room. Unfortunately, that wasn't the case, as the sound of something heavy hit the door.

Gwen moved closer to her grandfather, who carefully adjusted the sleeping boy in his arms, his gaze fixed on the entrance.

"Gwen… when I say… run for the door, okay?" Another bang.

"What about you and Ben?" Her voice came out a whisper.

"We'll be right behind you, don't worry."

Suddenly, the door flew open, the chain lock snapping as the door crashed into the wall. Max tightened his hold on his grandson as he caught site of the two figures stepping into the room.

"Give us the boy… Now." The men stepped forward, the same emotionless glare adorning their faces.

"I don't think so… Now Gwen! RUN!" He quickly took off, Gwen running behind him, surprised, but not stopping to ask questions. Dropping his shoulder, Max caught the first figure in the gut, sending him sprawling into the bed. His momentum lost, he slowed, waiting for the second man to attack. Hands reached out, their aim focused on the boy in the older man's arms. Max easily dodged the slow moving form, bring up a foot into the man's side, pinning him to the wall. "Go, Gwen!"

The girl ran through the door at her grandfather's command, slowing a few feet ahead to look back, waiting for him to run out. A few seconds passed, fear kicking in at the absence of the two. What was happening! She took a step back towards the open motel room, when she heard the sharp call.

"Other way!" She stopped, a smile flashing across her face as Grandpa Max, still holding an unmoving Ben, emerged from the room running at full speed.

oOoOoOo

Ben stared out at the vast space before him. The lake below continued to swell gently, disturbed by some unseen force. Wildmutt and XLR8 were gone, off in some place he couldn't find. Now he had to find his way down the cliff face, a six story climb if he guessed right. This wouldn't be easy.

He searched the edges, trying to find some starting place, or an easier slope he could use. Off to the right, he found a thin space that jutted out from the mountain face, perfect for a pathway down the cliff. It was about two feet wide, just barely enough room for his small form to move down. He just hoped it lead all the way to the bottom.

Moving towards the newfound trail, Ben sat down, hanging his legs over the edge of the drop off. Slowly, he slid onto the jut, careful to keep his feet in position as he slid the rest of the way down. _Easy enough_, he thought to himself as he took in a deep breath, letting it out slowly. He was surprisingly aware of how little space there was between his position and the open air in front of him. _Take it easy, you can do this… just don't look down_. Ben closed his eyes for a moment, his mind yelling at his nerves to keep them in check. After a moment, he opened them again, and grabbing hold of the top edge, he carefully turned himself around so that he faced the rock wall.

Time had slowed to a crawl as he made his way down the cliff face. Away from the safety of the top edge, Ben was taking things slowly, his nerves still not up for the trek. Every once in a while, his mind would drift to questions. At the moment he was wondering where his grandpa and Gwen were. Last thing he remembered they had been dropped off at a town because the RV had broken down. He was no closer to figuring out what had happened or where he was, much less why his alien transformations were here.

A drop in the trail was coming up, the path curving sharply down the opposite direction. The width had shortened, only providing a foot of space to step onto. He shook the questions out of his mind as he drew closer to the obstacle, his focus directed towards the challenge. He stopped at the drop, his hand clutching the rock face for support. Carefully, he lowered his foot onto the ledge, adjusting it until he was certain he was stable. The next foot lowered, and he placed it next to the other, his hands following to grab onto his previous pathway.

Glancing up at the rim of the gorge above him, he could see he was now at least twenty feet down the cliff. How far did he have left to go then? Without a thought, Ben turned his head to measure the distance to the bottom. Bad idea. His stomach quickly fell into his toes as a wave of dizziness swept across his vision and he lost his footing.

His form slammed into the cliff as his arms pulled him closer to the rock. An audible groan escaped him as he realized the mistake he had made in looking down, and now he was dangling over the edge of the path, his hands gripped tightly onto the stone surface. He actually hadn't gone too far, his feet the only part of him that had left the ledge.

"This would have been so much easier if Wildmutt and XLR8 were here." Ben grumbled as he kicked one foot back onto the ledge, pushing himself up. His other foot came down on the path, and he stretched his fingers, the soreness from the ordeal making it harder to hold on. "Let's not try that again."

Half-way down and he'd been doing fine. Having stopped to rest on a large overhang, he sat down on the flat surface. He sighed, leaning back against the cliff, his gaze floating out over the landscape. Under any other circumstances, this whole situation might have been pretty cool. Kicking alien butt, exploring unknown territory, heck, climbing down this cliff would have been a blast. As it was, he was getting tired, his hands and cheek hurt, he was hungry, and he was lost. Grandpa was going to kill him when he got back.

A steady breeze had picked up, gently falling on the boy's resting form. He was going to have to start climbing soon. He didn't know what kind of clock this world was set on, but he wasn't to keen on getting stuck on a cliff when the sun went down.

Standing, he wiped the sweat from his hands onto his pants and walked over to the edge of the overhang. One foot was already planted on the small path when the first gust of wind hit him. The power of the small breeze had grown ten times stronger, threatening to pull him off the cliff face. Instinctively, Ben dropped to his stomach, hugging as close as he could to the wide surface. Another blast of wind collided with his side, using the side of the cliff to push him further towards the edge.

"Pleasedon'tfall! Pleasedon'tfall!" He was vaguely aware of his own pleas as the wind continued to push him closer to the edge, his hands desperately trying to keep hold of the one thing between him and a long drop to the bottom of the canyon.

The wind whipped at his form, pulling on his clothes, and it was only getting stronger. For the first time in a long time, Ben felt warm droplets fall down his cheek, mixing with the stone as the tears fell from his chin. He was afraid. Afraid of dieing… of never seeing his family again… of never being able to tell them how much they meant to him…

A strong blast and his grip were ripped from the hand holds of the rock. He couldn't hear the scream that filled the air, or feel the wind as it followed him downwards. His mind was filled with images; of Grandpa, Gwen, his parents… people he'd never see again.

And everything stopped. His scream had fallen silent, his body motionless. His eyes were clenched shut for fear of what he might see when he opened them. He could still feel the wind whipping around him, pushing at his body, but there was something off about it. There was no pain. He fell off a cliff… shouldn't he be feeling something? Finally, Ben noticed that his body wasn't on the ground… he was floating!

The ten year old quickly opened bright green eyes, shock filling them at the sight of his situation. He was hovering in the air, only a few feet away from the canyon floor. He wasn't dead!

"I got ya." The wispy voice spoke slowly, startling Ben.

"Wha-who!" The boy's eyes darted in all directions trying to find the voices owner.

"Up here." He quickly lifted his gaze upwards, a smile growing on his face as the ghost alien fazed into view.

"Ghostfreak!" The alien carefully set the boy on the ground before floating in front of him, his hands still holding onto the boy as the fierce winds continued to whip around them.

"What's going on? Where are we?" The gray apparition spoke.

"I'm not sure, but its not Earth. How did you get here?"

Ghostfreak paused, thinking over anything he remembered. "I'm not sure either. The first thing I saw was you, falling."

Ben nodded. He was starting to get a headache from all the lack of information. This place was driving him insane, and for once, he was missing Gwen's over abundance of knowledge.

"Well, I guess we can-" His words were cut off by the sound of water being splashed as something broke the surface. The alien and boy turned, looking out over the disturbed surface until they found the cause slowly making its way towards them. "Is that… RipJaw?"

"I believe it is." The two stepped up to the water's edge, smiling as the fish-like alien surfaced close enough for them to see.

RipJaw waved towards the pair, unable to leave the water to meet them, his aquatic appendages not used to the dry ground.

Ben smiled, glad to see another familiar face. He then remembered the tunnel entrance on the other side of the lake.

"Hey, we need to get across. I think there might be a way to get out of this place." Ghostfreak nodded his understanding and lifted the boy off the ground. They flew out over the churning waters, meeting up with the aquatic alien who seemed to understand, following along with them.

The lake was much bigger than it looked compared to what he had seen at the top of the cliff. The waves rose high, but the ghost alien kept him dry, floating above the water's reach.

Three-fourths of the way across and they could see the dark hole in the side of the mountain. The opening was enormous, stretching high into the face of the rock. There was a beach lining the front, the water smashing into the dirt brown sand.

"Almost there." Ghostfreak hissed out slowly, his speed seeming to pick up as they approached the dry land.

Ben looked down, catching sight of RipJaw as he surfaced the water, passing through each wave as if it were nothing. It was almost hypnotic, watching the waves and the alien as they merged, crashing into each other. However, something caught him by surprise when the aquatic alien hadn't surfaced since his last dive.

"Hang on a sec, Ghostfreak." Ben spoke, his eyes still on the crashing waves.

"What's the matter?"

"Where's RipJaw?" The two hung over the water, their gaze searching as far into it's depths as they could, searching for their friend. He couldn't be sure, but Ben thought the water might be getting worse, the waves growing higher.

The boy jumped in surprise as the fish-like alien burst through the surface of the water. It wasn't until he saw the shadow rising up that he realized the danger.

"Look out!" RipJaw's harsh command was rendered useless as long tentacles flew from the water, catching Ben and the two aliens, dragging them into the thrashing lake.

Tbc…

OoOoOoOoOoOoOoOoOo

Mmmmmmmm that was crazy x.x and took forever ;-; hopefully its ok P Hope yall liked chapter 3! I had my chemistry test so that little bit of heck is outta the way D now I just gotta get through my two anatomy tests and Health risk appraisal test for next week x.x…. Tippy needs a break…

ANYWAY thanks for reading!


	4. Chapter 4

Disclaimer - so much clogging ;-;

AN - blinks yall are still here? AWESOME! Well we've made it to chapter 4 and im kinda losing it x.x ive got the basic ideas down and how the stories gonna go, its just the whole getting it into words that's making my brain spaz x.x Anyway! I hope to have this chapter done soon so I can get to chapter 5. If the sheet isn't lying to me, there should only be at least 4 more chapters to go! Lets hope my brain holds up :

PS - Im being bad and good at the same time x.x I waited quite a while to update, but I haven't finished chapter 6 yet so technically im not supposed to be giving yall this chapter ;-; but I will… but it might be a while before I can post chapter 5. Im almost done with school till summer school, but I have a ton of stuff to do. Hopefully ill get it all done and yall wont have to wait anymore! Sorry about the issues! THANKS FOR READING EVRBODEH!

**Invasion**

By Tippy

oOoOoOoOoOoOoOoOoOoOoOoOo

Gwen bent over, her hands resting on her knees as she tried to catch her breath. Grandpa Max had just shut the door to the grocery store stock room. They had escaped the two men who were after Ben, their attackers being slow compared to the youth and elder.

She watched as her grandfather carefully placed her cousin's sleeping form on top of a large crate. She blinked, looking at the boy's face. She hadn't noticed earlier, but a rather large bruise was growing on his cheek. She turned to the man beside her, but it seemed he had already discovered the injury.

"How did that happen…" He spoke, gently running his thumb over the purpling cheek.

Gwen silently moved over to the other side of the crate, pushing herself up to sit on it's edge as she watched her cousin. Maybe they needed to find a hospital. It might not be about the watch this time… _right… and those guys were just after him because he's sick…_

A sudden gasp caught their attention as Ben's body tensed, his hands slightly lifting from the crate as though he were trying to move, and that's when she noticed something was wrong. Her eyes fell on his chest as it lay motionless. He wasn't breathing.

Max had noticed the emergency immediately, moving to his grandson's side. Ben's eyes were clenched tight as his body fought to draw air into his lungs. His hands were clawing at the air, trying to get at something the two observers couldn't see.

"Ben! Ben, breath!" The elder man kept his voice low, not wanting to attract the attention of their attackers.

"Ben, please breath!" Gwen was fighting back tears as she spoke, her shoulders shaking as she watched her cousin struggle. _Please…_

oOoOoOo

He couldn't breath. Something was wrapped around his leg, something he couldn't see. And it was dragging him deeper, the water growing darker as the monster pulled him down into the lake.

Ben had lost sight of Ghostfreak and RipJaw, the three separated by their attacker. He was alone… and he was getting sick of it. Sick of being powerless… of being attacked… of being in this world he knew nothing about. Anger flew through his small form as his thoughts fell over the past few hours he had been here, and now he was ready to fight back.

Reaching down, he took hold of the tentacle that held tight to his leg, pulling with all he had in him. Another appendage flew up, trying to swat at the boy's attempts only to find itself being gripped roughly by the enraged ten year old. In one swift motion, Ben brought the flailing tentacle towards him, biting down into the rubbery flesh.

Instantly, Ben found himself freely suspended in the water, the restraint around his leg having let go. Without a moments thought, he took off towards the surface, his lungs screaming for air.

He broke through, choking on the oxygen as it filled his burning lungs. A wave smashed into his side, the force sending water down his throat. Ragged coughs erupted from him as his body fought to force the foreign substance out of his lungs.

It took him a few moments and a couple more beatings from the thrashing waves before he realized the danger he was in. He couldn't see the shore in any direction, the waves blocking his view. Frantic and afraid the monster would attack again, he began swimming, unsure of where the direction would lead, but figuring he was better off moving.

From the corner of his eye he caught a sudden movement, a splash, he was sure of it. He turned his head, trying to see past the tall waves. A flash of white spray, he knew he had seen something, and it was headed straight for him.

Fear quickly took hold and he began to swim faster, desperate to get away from the oncoming creature. Overwhelmed by the terror of the approaching being, Ben couldn't see the massive wave until it was towering over him. His eyes grew wide as the mountain of water fell, collapsing onto his small figure and pushing him underneath the water.

He felt an arm wrap around his chest, and for a moment he thought it was the monster from below, but this creature seemed to be heading to the surface, taking Ben with him.

"You okay?" The low voice sounded once the two had made it to the surface.

"Yeah… thanks." He blinked at the aquatic alien. "I thought you had disappeared…"

"Hmm?"

"What do you mean?" Ben looked up to see the ghost floating above them.

He smiled, "I can tell you when we get on the beach. Right now, I just want out of this lake."

The groups quickly made their way to the beach, Ghostfreak carrying a very soggy Ben. RipJaw had made it onto the sandy shore, finding it difficult to walk as the sand gave under each step, but managing on his own. Ben had informed them of Wildmutt and XLR8's earlier disappearance, the two clueless to the cause.

"We're with you, I'm sure of that." Ghostfreak whisped, RipJaw nodding his agreement.

Ben smiled, "Thanks, we better get moving." They turned towards the entrance of the tunnel, the darkness continuing far into it's depths.

oOoOoOo

Gwen wiped the wetness from her eyes, letting out a breath of relief. Everything had fallen apart when Ben had stopped breathing. They hadn't known what to do. However, luck seemed to be on their side as moments later her cousin took in a ragged breath, coughing as the air filled his lungs.

_We have to figure this out… I don't know what's happening, but whatever it is… Ben's in trouble…_

oOoOoOo

The three figures stood at the entrance of the massive tunnel, each one questioning the dangers that might lay ahead. A shiver ran down Ben's back as he stared into the dark cave. The wind and his wet clothes were making it difficult to stay warm, but the wide cave ahead wasn't making him feel much better.

"Alright, looks like we're goin' in…" His two companions nodded, following after him into the tunnel. They hadn't been completely enveloped in darkness like Ben had expected, the light from outside feeding into the cavern enough for them to see.

The darkness, however, began to creep around them the farther they traveled, causing Ben to move against the side wall, his hand pressed against the cool surface keeping him on track.

"Can you two see anything?" He asked, but received no reply. "Guys?… Great…" The ten year old had stopped and turned only to find empty space behind him, the two aliens having vanished.

"Looks like its just me again…" His sarcasm fell bitterly on his own ears as he turned, finding the wall and continuing his trek down the darkening tunnel.

Shivers racked his small form, the temperature dropping as he found himself deeper inside the cavern. All light had faded, leaving him with an uneasy feeling. Luckily, the path had been pretty straight, never opening into side tunnels, or at least he hoped it hadn't. At the moment, his biggest annoyances were the rocks that littered his walk way, grumbling whenever he tripped over one.

The walk continued until his wall ended, curving sharply to the right. He figured he must have entered a large area, but without a light source he couldn't be sure. His stomach knotted as his mind went back to the accident on the cliff face. Deprived of sight, his fear of stepping into a bottomless cavern sent a cold sweat over his brow. He wasn't up for another fall today.

Carefully moving along the wall, he noticed that the room was circular, the sides curving as he moved around them. His hand finally hit air as he found an opening to a new tunnel. At least there were no holes in the floor. He had started down the new trail when he heard the voice.

"That's the wrong way." The high pitched mumble spoke matter-of-factly as it sounded behind him.

He turned, mentally smacking himself for thinking he might see something, "Who's there?" The voice was familiar, but Ben wasn't going to take a chance as he slowly walked back into the main room.

"I'm down here." The voice squeaked again, and Ben smiled, kneeling down.

"Sorry, Grey Matter. I couldn't see you." The boy put out his hand so the small alien could climb onto it. "So which way do I go?"

"You're two tunnels over from where you need to be."

"How can you see in here?" Ben asked as he slowly made his way across the first tunnel entrance.

"I can't." The alien paused before he continued, sensing the boy's confusion. "The air is increasingly moist from the third tunnel, and there is a slight breeze coming from it, thus indicating that it leads to the surface."

"Oh." Ben didn't even try to understand the intelligent alien's reasoning, accepting it as truth and following his directions.

They made it to the tunnel, Ben finally noticing the very slight draft that ran through it. Grey Matter had climbed up onto his shoulder, taking a seat as they began their trek through the slowly inclining cavern.

"What's wrong?" Ben asked, hearing a confused mumble emit from the alien on his shoulder.

"We should be seeing light by now. Something's wrong." The small form fell back into thought, trying to understand the situation.

"There's a surprise." His sarcasm was easily noticed. "This days just been full of them…"

They continued on, their suspicions grew as the breeze became stronger, but no light was penetrating the darkness. The tunnel had decreased a great deal in size, now only providing enough room for Ben to stand.

"Ack! Sorry!" Ben apologized after his foot snagged on a rock, causing him to trip. Thankfully, Grey Matter had been holding on, otherwise the small alien would have crashed on the rock floor of the tunnel. They had both noticed the increasing number of obstacles that littered the path, and they soon found out why.

They had found the end of the tunnel, but it had been sealed up by a cave in, large stones blocking the opening.

"Well, at least it didn't fall in on us." Ben spoke, a hint of amusement in his voice. The trip through the tunnel may have been dark, but it was otherwise uneventful.

"We should dig." The small alien stated. "There is air coming through, so there has to be an opening."

Nodding, Ben began pulling away the rocks, stepping aside as they fell to the floor. Sure enough, after the fifth stone, a ray of light broke through, illuminating a small area in the tunnel. The breeze that came through however was bitter cold. Ben frowned, not liking that fact. He moved a few more stones away from the hole, which was now big enough for Grey Matter to fit through, but stopped as he found a large boulder plugging up the majority of what was left.

"Now, we've got a problem…" The small voice spoke in annoyance.

"Not anymore."

The two blinked at the new voice, Ben quickly stepping back as the large stone was roughly yanked from the entrance. Standing before them, having tossed the bolder aside, was Diamondhead, a goofy smirk playing across his face.

Ben would have been happy to see the large teal alien if it weren't for the landscape that filled his vision. As far as he could see, white snow littered the ground. Cold flakes lifted into the air as wind passed over large banks.

"You're going to freeze out here…" Grey Matter squeaked, eyes wide as he too noticed the area.

"You're tellin' me…" Ben shivered as a blast of cold air rushed into the tunnel. _This is really bad…_

Tbc…

oOoOoOoOoOoOoOoOoOoOoOo

And theres Chapter 4! Thank goodness this was a quick write x.x some of these chapters are killing me x.x anyway chapter five should be a good one… I hope XD Anyway, I hope this is a happy enough point that if yall have to wait, its not gonna kill ya x.x or me… : P just a couple more chapters and this fic'll be done!

Thanks for reading!


	5. Chapter 5

Disclaimer - yay for monkeys x.x

AN - Sweet! Chapter 5! D YAY! School is being a booger so its getting hard to find time to write x.x lets hope I can keep up at the pace ive been going! Oh and if you notice anything odd about any of the aliens, its cause im not real familiar with all of them, so some stuff may be guessed or I got the info somewhere P Anyway hope you enjoy this chapter!

**Invasion**

By Tippy

oOoOoOoOoOoOoOoOoOoOoOoOoOo

Ben had started shivering. At first it was a small tremor, but as time passed, the shaking had increased, his teeth chattering from the unseen cold.

Grandpa Max pulled the boy closer to his chest, tightening the blanket they had found around him. He could feel the boy's skin growing colder, even through the layers of fabric. It was as though Ben couldn't stay warm.

oOoOoOo

He bit down on his tongue, desperate to stop the chattering that continued as he and the two aliens walked through the snow covered wasteland. Grey Matter was keeping warm in Ben's pocket, while Diamondhead tried his best to keep the wind and snow from hitting the ten year old.

"C-can you s-see anyth-thing?" Ben stuttered between shivers.

"I can still see the tower, but we aren't much closer. How are you holding up?" The rock alien glanced back at the small form behind him.

"D-doin' f-f-fine." Of course he was lying, but he didn't want to worry the giant alien. Truth was, he couldn't feel his arms or face anymore, his legs were rapidly turning into noodles, and they weren't anywhere near the tower yet.

As far as he could tell, they had made it to a wide plane, the snow covered ground stretching out and over the horizon. Thankfully, the snow hadn't been too deep in the beginning, but it had shot up to his waist, Diamondhead having to create a path for him to walk through.

_Crack_. They both stopped in mid step after hearing the sound. _Crack crack_. Slowly, the alien turned his head, shock and fear etched over it, Ben's own face revealing the same expression. And then they were falling, snow and ice flooding in after them as they hit the slick side of an ice covered tube.

Ben fought hard to keep from smashing Grey Matter, who's confused yelp sounded when the had fallen. Diamondhead was in front of him, sliding down the tunnel of ice, his gaze darting every which way to find something to grab onto and stop the group. However, his time had run out as the three figures where thrown down a drop, the ice cavern no longer under them as they fell.

"BEN! GRAB ON!" He looked down to see the alien's outstretched arm, trying to grab him. Ben reached out, his small hand grasping for his protector's arm, but before they could both react, they were separated as the tunnel split, the boy being shot down another tube as he hit the solid ice. Diamondhead was gone.

Ben's heart was racing. He couldn't stop, his speed increasing with every turn. He tried to dig his feet into the slick ice to slow him down, but only managed to send himself into a spin.

"I wanna get off now!" This ride was anything but fun. Between the cold, his sore rear end from hitting the ice, and now the dizziness from the spinning, Ben was ready to pass out. He couldn't tell if Grey Matter was still with him, but he was intent on keeping his pocket from being smashed as he collided into another icy wall.

Ben's head was swimming with confusion, unsure of where he was headed or what was going to happen to him when he reached the end of the tunnel. His questions were halted as he was sent flying down another tube, thin icicles shattering as he shot into them. Darkness enveloped him, something he now noticed was different from the earlier tunnels which had been lit by some unknown source. Where ever he was, he was going deeper.

The darkness continued far into the tube, the boy's senses screaming as he tried his best to see where he was going. A large drop in the slide caught him off guard, sending his stomach in a whirl before the tube smoothed out again, shooting him around another curve. In a split second, he found himself being flung upwards, his form still sliding across the ice, and then he was falling. He smacked hard into the solid sheet below him, pain shooting through his head as it collided with the ice. If it weren't for the darkness surrounding him, he was sure he'd be seeing spots just before he lost consciousness, his body finally stopping at the end of the tunnel.

"_Ben…"_

_He shivered under the covers of his bed. _

"_Ben?"_

_Her voice called him again and he let out an annoyed groan as he sat up in the bed, pulling the blankets around him. Why was he so cold?_

"_Ben?" The tall, female figure stood in the doorway, "It's time to get up, breakfast is on the table."_

"_I'll b-be right d-down." His teeth chattered. She gave him a smile and headed off towards the kitchen._

_The disheveled boy swung his feet off the bed, letting them hit the cool, wood planks of the floor. He shivered again, greatly surprised by how cold he was. Pushing off the bed, he wobbled in his place for a moment before he found his balance. The boy quickly grabbed the blanket from his bed and wrapped it around his shuttering form, desperate to find relief from the bitter cold that swept over him._

_Ben slowly moved over to his rooms entrance, the comforter dragging along the floor, threatening to trip him. He pulled the soft covering closer to him, its obvious warmth refusing to aid in his fight to shake off the cold feeling._

_He shivered again, his breath coming out in cool, white clouds of frost. He couldn't understand! Why was it so cold?_

_He fell to his knees, the seams on the blanket ripping lightly as he pulled viciously at the cloth. He just wanted to be warm. The brown haired child curled up on the floor of his room, the covering wrapped around his entire form, light quakes emitting from it as he shivered. _

"_Please… be warm…" Unaware he had said the words aloud, his breathing became shallow as the cold began to take hold of his lungs. _

_Ben…_

_The whispered voice went unnoticed._

Ben…

"…_huh…" He'd heard someone… it sounded like…_

Ben?

…_himself?_

Green orbs fluttered own to find his surroundings alit with an eerie green glow. He was laying on the cold ice, crystals hanging from the ends of his brown hair.

"Ben?" His voice, tinted with a metallic overtone.

Ben slowly rolled onto his back, his mind trying to make sense of the voice. He blinked when he caught site of the large alien, its florescent lines lighting the room enough for the boy to see.

"Upgrade?… what…"

The metallic being stepped forward to help the boy into a sitting position, noticing as Ben's hand went up to the small lump that had formed on his forehead.

"You were unconscious, are you okay?"

The ten year old found it odd hearing his own voice come from the concerned alien, but he gave a slight nod, wincing as his newfound headache let out a wave of throbbing pain.

"How'd-d you g-get down her-re?" He asked, shivering.

The large, glowing alien knelt down in front of the quaking boy, checking him over for good measure as he spoke, "I'm not sure, I've never felt anything like this before. Carefull." Upgrade's hands count the boy's shoulder to steady him as he stood from the icy floor. "We need to get somewhere warm…"

Ben could hardly hear the alien's comment between the loud chattering of his teeth. The cold seemed to be everywhere, attacking his bare skin. His newfound companion wasn't much help, being a metal alien didn't give much in the way of heat. At the moment, however, Upgrade seemed to be looking for a way out, choosing a side tunnel that connected to the ramp he'd previously been on.

"Let's head down this way. Maybe there'll be a way out." Ben nodded towards the alien, following him down the cold, icy cavern.

oOoOo

Max returned, carrying another blanket and a small bag of ice. Not long after Ben's sudden chill, he had noticed the growing welt on his forehead, something that confused and frightened him more than he would like to admit.

He handed to cover to Gwen, giving her a reassuring smile before placing the cold pack on the swelling lump.

Thankfully, the two men who had chased them out of their hotel room hadn't found their hiding place, allowing time to collect themselves and figure out a plan. The nearest hospital was a good hours drive away, and without the RV or a car, they were stuck here. If Ben got any worse, Max figured he have to steal a car; something he really didn't want to consider.

Gwen placed the cover across her cousin's still shivering form. She couldn't understand why he was still so cold. They had piled at least five heavy blankets on him. She held in the urge to sigh, knowing how close her grandpa was to losing it. The whole situation had become frightening at Ben's new head injury. The only explanation she could come up with was that the boy was being attacked by something they couldn't see.

oOoOoOo

The walk had been pretty flat, gently slopping upwards every few feet. The walls and ceiling had stayed pretty close to the same distance.

Ben was well aware that he had lost feeling in his hands and arms, trying his best to hold them tightly against his chest and stomach. He was also finding it much harder to think, the immense cold the only thoughts that ran through his mind. Walking was enough of a task with his legs protesting with each step, threatening to fall out from under him.

He hadn't noticed Upgrade's halt until he bumped into the large alien, exhausted eyes raising to ask the alien what was wrong.

"I see something up ahead." He stepped aside so the boy could look.

An orange glow was emitting from a wall ahead, seen through the clear glass of the ice. Ben would have liked to have seen what it was, but at that moment his legs had decided to give up, buckling underneath him and sending him onto the hard, icy floor.

His vision swam as he fought to stay conscious, his head finding a new wave of pain to throw at him from his earlier injury. He wasn't sure how long he had been laying there, but as a set of warm hands gently lifted him off the floor, he no longer found himself wanting to stand up. Slowly, his eyelids slid shut and his mind fell into a peaceful darkness.

Heatblast gave Upgrade an encouraging grin as he adjusted the limp ten year old in his arms. They had both been relieved that he had shown up. The metallic alien wasn't sure what he would have done if it weren't for the fire alien. Now it seemed Ben would be okay and the group would have a way out of the chilled tunnels.

oOoOoOo

The two onlookers let out a sigh in unison, both feeling the weight of worry lifting slightly off their shoulders. They both had been praying for relief, a change in Ben's cold state, and they got one. It had started out slow, the shivers gradually growing less intense. He was warming up. His cheeks were regaining their soft pink color, his breathing easing into a calm rhythm.

Max pulled a few of the layers off the boy's form, not wanting him to overheat. For once during this whole ordeal, Ben looked like he was sleeping peacefully. The only thing wrong, his mind told him, was the boy's failure to wake up.

"Grandpa!" Gwen's fear filled whisper brought the older man out of his thought and he turned to see her frightened face.

"What is it?" He silently moved over to her, looking in the direction she had pointed. Max frowned, his brow furrowing as he saw the two figures making their way through the store and towards the back room. "Come on. We'll go out the back."

The girl nodded and followed her grandfather, who now had a wrapped up Ben in his arms. They quickly stepped through the heavy back door of the grocery store and into the darkening late-afternoon day.

oOoOoOo

Ben's eyes slowly fluttered open, taking in the blue-gray shadows that drifted in front of him, a bright orange emitting from around his form. He was pretty sure he was being carried, his form rocking with each footstep his carrier was taking. Letting out a soft groan, he tried to roll over, wanting to see who was holding him. He was surprised when the arms carefully moved under him, helping the boy shift so he faced upwards.

"Man, thanks, why arms were starting to cramp." Heatblast sent the confused boy a smile, watching as his green eyes blinked out the remaining tendrils of sleep. "How are you feeling?"

As he tried to answer, he found his throat was protesting, releasing a harsh whisper. His brow creased in frustration as the fire alien gave him a confused look. "…th-thirsty…" was the only thing the ten year old could manage.

"Ah, gotcha." The alien stopped, setting the wobbly boy on the snow covered ground and reached a glowing hand out, scooping up a handful of powder. "Here." He offered the boy his hand that now held a small pool of water.

Ben blinked, but accepted the drink, the gesture having to be repeated a few more times before he could speak clearly. "Thanks."

"No problem." Heatblast lifted the boy back into his arms, the kid obviously surprised and a little uncomfortable by the action. He wasn't used to being carried, but considering the environment around them, he was going to have to live with it.

"I can see the entrance!" His own voice called back and he suddenly remembered the metallic alien. He looked ahead to see Upgrade trudging through the snow, pointing towards the dark base of the tall tower.

"I just hope someone there will know how to help us." The two aliens nodded at the ten year old's words. But, with how harsh this day had been, anything could go wrong… _I just want to go home…_

Tbc…

oOoOoOoOoOoOoOoOoOoOoOoOo

EEP! Poor Ben, so sad grins happily well that's chapter 5! Hopefully hopefully HOOOOOPEFULLY! Ill get chapter 6 and 7, possibly 8 done…: D then I can start posting! YAY! Man… these are gonna be weird AN's to read XD just bare with me, itll all be done and you can laugh at me later : P

As always Thanks for reading!


	6. Chapter 6

Disclaimer - O.o….

AN - SQUEEEEE we're on chapter 6! I reeeeeeeeeeeally cant wait to finish this! How am I going to finish this….?.. that's a gooood question x.x Oh well! Ill think of something :P I have some time… right! Ill try my best to get it done, and make this a good ending! Well hope yall are enjoying this! On with chapter 6!

**Invasion**

By Tippeh

oOoOoOoOoOoOoOoOoOoOoOoOoOoOo

A lone, dark figure stood gazing out the window atop the tower, a frown playing across her lips as she followed the travelers to her castle's front gate. Her emotions swelled within her lanky form, her thoughts filled with disbelief. How could this happen! No one had ever entered her home before.

She pulled herself away from the view, pacing in her chamber as she tried to think. The child she had seem must have amazing survival skills to make it through this world… _or just plain luck_, her inner voice mused.

Again she moved over to the window, catching sight of the three figures, her cool gray eyes narrowing with disgust. "Very well… it looks like I'm going to have some company." A hungered grin slowly slid across her feminine features as she turned away to prepare.

oOoOoOo

Ben had regained much of his strength, the throbbing in his head having reduced itself to a slight annoyance. Heatblast had insisted the boy continue being carried, the icy landscape still providing a biting cold. The ten year old had argued at first even though he didn't really mind the help, but as a youth, it was his job to complain about being treated like one. Upgrade had been quite amused by the whole ordeal, cracking a light joke with the group as they made their way towards the fortress.

The closer they came, the more Ben could see the strange sculptures that adorned its surface. Figures of humans and aliens, much like the ones he transformed into, stood on etched pedestals around the outer wall of the tower. Their sad expressions sent a nervous tremor through his stomach, an unsettled feeling pulling at his mind. This place was strange.

They made it to the stairs, climbing the dark marble up to the large iron doors. The fire alien carefully set Ben on the ground, a sudden wave of warmth filling the area.

"This place is so messed up…" The boy commented towards the odd weather change as their surroundings took on the comfortable climate of spring time.

"You're tellin' me… this place gives me the creeps."

Upgrade moved up to the door. "You two ready to see who's home?"

"Ready as we'll ever be…" As much as he wanted to make himself feel better about this, the pit in his stomach wouldn't relent. He watched as the large black and white alien pushed open one of the large metal doors to reveal the darkness that lay inside the tower's walls.

"Hello? Anybody home?" The three listened as Upgrade's voice echoed through the lifeless building. They waited until the echoes stopped, listening for a reply. "I guess not…" The metallic alien shrugged in confusion.

"LOOK OUT!" Before the alien could register the warning, a set of dark, shadowy arms shot out, grabbing him and dragging him into the darkness. Ben and Heatblast had little time to react as more of the ghostly arms reached out, wrapping around their forms and pulling them into the tower, the heavy, iron door slamming shut.

Darkness surrounded him, eradicating all light as he floated through the sea of hands that pulled at his arms and legs, dragging him deeper into the inner tower. Sound had been lost, his calls for the two aliens echoing in his own mind, but no where else. Alone again, and being forced farther into unknown dangers, Ben was finding it hard to stay calm. His form twisted and jerked, desperate to get free of the clinging hands. He'd made it too far to die now… so close!

"Let go of me!" The young boy let out a surprised yelp as his captors tossed him harshly to the hard, cold ground, and the black fog that had invaded his vision disappeared, replaced by the shadowed gray stone of the inner tower.

Slowly, Ben made it to his feet, his eyes drifting around the gloomy room. Statues and wall hangings of creatures he had never encountered before lined the space, a soft glow coming from a single candelabra. There were no windows in the room, leaving him to guess where the hands had left him. He noticed the room also lacked doorways… no way out… his shoulders sank from the realization. There was one thing he had found, but he knew it wasn't a good discovery. Along one of the stone walls was a narrow stair case that lead upwards.

"Looks like the only way is up…" he spoke with a tinge of fear coating his voice.

He stepped over to the staircase, his hand lightly brushing the cool, gray wall as he stared up into the space above. It looked as though the stairs led to another room. How far up would he have to go? The most disturbing question that floated through his mind was who or what would he meet at the end... _only one way to find out_...

Letting out a slow breath, Ben took the first step, the hollow sound of his tennis shoes hitting stone echoing lightly off the dank tower walls. The rest of the ascent was much the same, the beat of his shoes on the steps the only thing to hit his ears.

oOoOoOo

Max ducked back behind the rust encrusted dumpster as the two darkly dressed men passed by, their lens-covered eyes searching for the small group of heros. The older man let out a sigh in relief as the two continued on. _Safe... for a little longer... _

Gwen shifted beside him, Ben's head now resting on her shoulder. They needed to get out of this town, but their only transportation was still in the shop. He wasn't too keen on stealing a car, but if it came down to it, he'd have to make that choice. Right now, they needed to find a place to hide.

"Grandpa?" He looked over to the worried girl. "What are we going to do?"

The elder man was quiet for a moment, his granddaughter's eyes pleading with him for an answer. "We need the Rv... I think we should find a place to hide close by. When its repaired, we'll get it and drive out of here." It sounded like a plan, good or bad... he wasn't sure.

oOoOoOo

Ben sat heavily on the stair step, his breathing deep as he tried to catch it. The inclining staircase had continued, leading him through similar rooms, each containing the strange sculptures and tapestries. Now, he sat, tired and out of breath, staring up at the long trek he still had to climb.

A soft sigh escaped him as he turned back to look at the space in front of him, his thoughts the only things filling his mind. So much had happened in the short time he'd been in this world. He'd somehow lost the watch, the planet seemed to be attacking him at every corner, and he wasn't sure if he'd ever get back to his family. The ten year old let his head rest against the cool stone wall, his eyes closing. There was one good thing about this trip, he'd been able to meet his alien forms, something he had once thought impossible. _But they're gone now..._ his own voice reminded him bitterly. The one piece of good news he had, had been pulled away from him, lost in this strange world.

He hadn't registered the droplets until one hit the top of his hand, sliding down into the fabric of his pants. Warm tears of exhaustion mixed with the stress of the passing day slid down his cheek. They fell unhindered, the boy too exasperated to wipe them away. Instead, his eyes remained shut, the tears continuing to fall as he sat on the lone step.

The ten year old finally moved when he felt a large hand come to rest on his shoulder. His eyes opened, his cheeks puffy and red from crying. A warm smile greeted him, the hand remaining on his shoulder as he quickly stood and threw himself onto the large, red alien.

Fourarms sat quietly with the boy, unsure of what to say, but the boy didn't seem to need any words as he clung to the alien. The two continued to sit on the stairs, nothing around them but the stone walls of the tower.

A few more moments passed before Ben finally let go of Fourarms, his gaze not meeting the aliens.

"Sorry..." The boy apologized softly as he stood, a hand coming up to wipe away the damp streaks.

"Nothing to be sorry about." The red alien smiled down, earning a sheepish smile from the boy. "Alright, lets get movin'."

Before Ben could argue, Fourarms lifted him off the stairs and onto his shoulder, bounding up the incline towards whatever lay ahead of them.

oOoOoOo

"Gwen! Get Ben out of here!" Everything had been going smoothly. The goons had been walking in the opposite direction, he had spotted a convenient hiding place just across from the repair shop, and the three of them had almost made it when a nearby car alarm blared in an unexpected wail.

Immediately, the suited figures turned, spotting the heroes as they stumbled across the street, fear evident on their faces.

Max had stopped, turning as a plan began to form in his mind and he shouted to Gwen. The young girl stopped, quickly moving back to the elder man who carefully placed the slumbering boy's arm around her shoulders. It would be tough, but he knew she'd be able to get him to a safe place if he could hold off their attackers.

"Grandpa?" Her small voice was filled with a mix of fear and concern.

"Everything's going to be fine, just get to a safe place and hide. I'll find you later. Now, Go!" He gave her a reassuring nod before she took off, Ben in tow.

Max turned back, the men already making it to the beeping car, their faces stern with determination. With one last shaky breath, he took off towards the attackers, his plan set into motion.

oOoOoOo

The trek hadn't lasted much longer, the pair passing through four more of the identical rooms before they reached something different. They were standing in what they guessed to be the top floor. It was basically the same type of décor they had seen in previous areas except for one detail. Imbedded into one side of the cylindrical wall was a glassless window; one of the kind found in old castles.

Fourarms stepped over to the opening and peered out across the vast landscape. Ben starred in awe at the immense track of land he'd had to cross, amazed that he'd made it at all.

"So where's this guy we're lookin' for anyway?" The red alien asked, turning back to the interior of the room.

The boy on his shoulder took a quick look at their surroundings that were much the same as every other room and stopped at the stairs. Another staircase was imbedded into the wall leading up, but instead of an opening, a wooden door lay shut in the ceiling.

He lifted a small hand, pointing to the door. "Hopefully we'll find them through there."

The alien nodded and followed the direction. Ben was forced to leave the security of his friend's shoulder to get through the opening. The wooden frame had almost been ripped off as Fourarms made his way through.

"Whoa…" The hushed word was lost in the steady breeze that swept over them. The ten year old starred, wide eyed and mouth agape as he took in the space around him.. It was decidedly the coolest thing Ben had ever seen. Just like in fairy tales with castles, the two stood at the top, surrounded by open air. The tower top had the telltale stone boarder, the alternating spaces between stacks of blocks making up the edge of the towers peek. The floor he stood on was larger than the ones he had encountered in movies, supporting enough room for half a foot ball field. However, something else was taking up a section of the large roof.

Situated directly across from the heroes stood an elaborate stone chair, a thrown, towering pillars adorning the sides, small statues atop them. Steps surrounded the thrown, making it seem more important in its stature.

What caught Ben's attention next surprised him. Sitting unfazed by their arrival was a woman, her dark bangs swaying gently over her down cast eyes as she fiddled with a small stone rod. The first pang of fear hit the boy as he took in her clothing. A black top clung tightly to her torso, a thin layer of fishnet attaching to the top rim and traveling up to her slender neck. A dark shirt lay over shorts, leaving her skin a pale white hue against the contrasting black. Her onyx boots hung lazily over the arm of the chair, swaying gently.

He couldn't be certain about this woman, but considering his day, he wasn't going to take any chances. He moved closer to the armed alien before he spoke. "Hello? Can you help us?" His words were hesitant, but the woman turned her head, her expression plain.

In one fluid movement, she swung her legs off the arm of the thrown and stood, the stone rod slipping smoothly into some kind of a holster. Her face stayed unchanged as she took in the two arrivals.

Ben's fear quickly intensified as he saw the cool smile make its way across her pale features.

"Perhaps…" Her voice was cool as she flicked a stray strand of hair from her face. "But the solution to your problem may not be to your liking."

"Listen lady!" Fourarms started, failing to cover the anger in his voice. "We need a way off this hunk o' rock. Either you can help us or ya can't."

This seemed to amused the woman as she let out a soft laugh, her eyes catching a mischievous glint. "Have you even stopped to consider who might have brought you here?" This caught the two's attention as they starred at the girl, their nerves yelling at them to leave. "Didn't think so…" Her expression dropped, her voice falling into an ominous growl, "There is no escape from your fate…"

"Who are you?" Ben managed a low growl as he tried to push his terror wracked nerves aside.

Her grin returned and with a slender hand, she ran her fingers through the dark strands of hair. In an instant, her face and hair began to change, her jet black hair bursting into a bright red. Her clothes stayed the same as the transformation finished and her smile fell on the boy again.

Bright green eyes stared in shock and confusion as recognition struck him, his voice emitting in a whisper, "Layla…"

oOoOoOo

Mmmm Im a bad little fanfic author x.x well… if I can fit it into the next chapter I think theres one chapter left and then an epilogue, but I could be wrong x.x hopefully this was a good chapter, sorry it took so long to write! I havent finished the next chapter yet but I figured itd been long enough x.x hopefully ill get the last chapter(s) done and yall wont have to wait anymore : P Anyway thanks for reading yall!

And a picture of Layla is on the Heatblast's Ben 10 forum… aaaaand I don't have the link… my bad x.x


	7. Chapter 7

Disclaimer - College time consuming ;.;

AN- wheeeeeee chapter 7! Very glad I started writing it x.x hopefully ill get this done and everyone will be happy! If I havent said this before, im not very good when it comes to fight scenes so if we run into some and theyre aweful, you'll know why : P And I must apologize for how late this chapter is x.x with summer school and what-not I havent had time or inspiration to write… hopefully this'll end up pretty good to make up for my mess! Thanks for keeping with me and bein so patient!

**Anonymous person: **um, well I know some fans like the pairing of Ben and Gwen, but I however kinda find it creepy and incestuous sooooooo sorry to say there wont be any of that goin on in this fic. Im glad you're enjoying this story though and thanks for reviewing!

**Invasion**

By Tippy (IM 23 NOW!)

oOoOoOoOoOoOoOoOoOoOoOoOoOoOoOoOoOoOoOo

A thin smirk crossed her morphed face as she took in the boys bewilderment. "Siren, actually." Her sultry, southern voice corrected, and she ran her hand through the bright red curls, returning them to the deep black. " Not that my name will matter much to you in a few moments."

The boy tensed, slightly as he stood beside the towering red alien, it's slitted yellow eyes narrowing as he glared at her. _First things first,_ no more games, and her eyes narrowed.

oOoOoOo

"Say goodbye to your friend!" Her harsh words struck Ben in the gut, sending a spike of terror through him as he realized her intensions. Small hands shot out, desperate to catch hold of the alien, all the while his mind screaming that there was nothing he could do; he was just a kid.

A yelp of surprise and Ben was stumbling backwards as the stone beneath Fourarms flew upwards, lifting the alien, before shaping itself into a creature the boy had never seen before; its arms as large around as a tall oak, fierce glowing red orbs filled three sockets Ben could only guess were for eyes. It had no legs, hits lower half seeming to meld with the cobblestone fortress. With one swift motion, it tossed the shocked alien into the gray boarder of the tower, shards of rock splintering up under the force.

The boy stood, ready to run to his friend's aid, but the large form of the gray, stone monstrosity had quickly moved into his path, its soulless eyes focused on the four armed alien who was getting to his feet.

_Fourarms can handle this thing,_ he thought frantically, _you'd only be in the way._ He hastily stepped back avoiding the two aliens as they fought, the pair flying across the large roof top. The red alien landed hard atop the stone creature, the area around them shaking. Ben saw as his friend quickly turned his gaze towards him, as if about to speak, but the expression that fell on the alien's face was more than enough to send a wave of fear over the boy.

He spun around, arms raising instinctively as he caught sight of the towering monster that stood behind him, its block fists lifted to strike. _Can't get away, _he stared, frozen, _it's gonna kill me!_ Green eyes clenched shut as the large hands descended and he awaited the pain that would follow them.

"Ben!" He didn't dare to open his eyes, but was surprised when he felt himself being swept off the tower's roof, a loud crash resounding from where he had once stood.

Wind brushed over him, whipping his hair across his face, and slowly, he opened hesitant eyes. With a startled 'huh!' he gazed down at the land, the tower a good ways below him.

"Don't worry, I've gotcha!" The squeaky voice of his rescuer made him lift his head finally catching site of the bug alien, a smile wriggling across his face.

"Thanks, Stinkfly." The soft voice that came out was a surprise to both. Ben could still feel his heart pounding in his chest, the thought of being killed still ever present in his mind. He let out a short, shaky breath before continuing. "We need to help Fourarms."

"I'm on it! Hang on tight!" With a quick direction change, the two dropped down, picking up speed as they neared the tower. Fourarms was still battling the one stone form, jagged cracks in the roof displaying the two's heavy blows.

"Where'd the second one go?" Ben asked, his gaze darting over the gray stone, but only catching sight of his friend, the monster, and the woman who had apparently started all of this.

Their decent slowed, "I don't know… I can't se-…" There was a loud _thud_ quickly followed by a cry of pain as something large and gray collided with the bug alien, but Ben had little time to react as he found himself falling, the stone roof speedily approaching, and he shut his eyes.

oOoOoOo

Her heart jumped into her throat as the soft cry hit her ear. They were a good distance away from where they had left their grandfather, and feeling a small sense of security, Gwen stopped, lowering her cousin to the warm pavement, letting him lean against the brick wall of a small restaurant.

"Ben?" She softly asked, hope fluttering wildly in her stomach. It quickly faded when she didn't receive an answer. Instead, fear and confusion began to bombard her as she took in the sight before her. A small, crimson trail had emerged from his nose, moving slowly down and over his lip, the skin around it visibly changing from a soft pink to blues and purples.

_Please… what's going on!_ She pushed back fearful tears as her mind begged for an answer. In all their adventures, she had never been as scared for her cousin as she was now. They'd never been this helpless! Ben had always had the watch if there was ever trouble, or there was always a place to hide, a choice to run away… but this… there was no running or hiding. Something was hurting her cousin and there was nothing anyone could do.

A few moments of hopelessness passed over her before she realized they needed to get moving; grandpa couldn't hold those goons off forever. She carefully lifted Ben up, sling his arm around her neck and began their trek again.

oOoOoOo

Waves of hot pain rushed through his small body, stemming from his nose and right arm. He'd landed hard, his right side taking the brunt of the impact. Quickly but carefully, he rolled onto his back, the ever present danger still at the front of his mind. His arm wasn't broken, a good sign, but the pain was a lot more than he would have liked. Forcing the physical dilemma aside, he pushed himself up, getting to his feet to survey the situation.

Fourarms was still fighting with the two armed, rock beast, a noticeable chunk of it's left side missing. His eyes shot up as he caught sight of Stinkfly and what looked to be a stone monster with wings flew over him. The two were battling fiercely; rocks and goop raining down onto the roof and surrounding landscape.

Ben turned and his green eyes fell on the woman. She was smiling at him, her lips dripping with an evil he'd never seen before.

"I must say, you're much tougher than you look." He didn't answer as he wiped away the blood that was flowing from his busted nose. "My minions will keep your pathetic little friends busy. We wouldn't want any interruptions…" Suddenly, her hand shot up, the entire tower rumbling beneath them. Ben struggled to stay standing as a portion of the roof that he and Siren were standing on lifted violently into the air, carrying them away from the fighting aliens. "…before I kill you…" She growled as the platform came to a stop.

"Why are you doing this!" The ten year old yelled, backing away slightly. He needed to stall for time! There was no way he'd be able to take on her powers by himself! He'd have to wait until his friends could get to him. _If they get to you…_ He pushed that thought aside.

Her grin widened at his words, "Why else would I do all this? Money! It always comes down to that. That's what this was all about… in the beginning anyway. You were supposed to die and I'd get paid for a job well done. But when you made it here… things became personal…" She began a slow path around him, circling him as she spat out her contempt for the boy. "No one has ever made it to my castle before… no one…"

"…except me…" he finished.

"That's right!" She growled, her fist tightening around the stone rod in her hand. "You, a ten year old child! Well… no matter, it just means I'll get to kill you myself!" She took a step towards him.

Ben backed away again, his mind searching for more distractions, "W-what have you done with my family?"

She paused before falling back into her path around him. "I've done nothing with your family." a small smile flashed across her face, " But if my men have found them… well, they're probably already dead."

"What! You're lying! Where are they!" Unwillingly, he felt pure hatred start to build in his chest. "What have you done with them!"

"Pathetic child! They're dead! And you'll soon be joining them!" With two quick steps, she was towering over him, a powerful fist smashing across his face and sending him sprawling across the stone platform.

oOoOoOo

_Where are those two…_ Max barely registered the thought as he weaved through the back streets searching for his grandchildren.

The fight had been unsurprisingly short. His hand brushed over the pen-shaped object in his pant's pocket as he recalled the events. His former job had left him with quit a few tools, one of which, a portable tazer, had taken down the two thugs. Max hadn't expected the suits to recover so quickly, but another jab with the alien device sent them to the ground.

He hadn't waited to see if they got up again, instead deciding it best to find the kids and get out of town. However, it seemed his granddaughter was much better at hiding than he gave her credit for.

"Gwen?" The harsh whisper bounced off a brick wall before fading. _I just hope they're safe…_

oOoOoOo

"Ben! Wake up!" She was growing frantic. Every few moments another injury would show up, or a soft whimper would escape from the boys mouth. She'd been lucky to find the entrance to the cellar of a small house that sat on the edge of the town. Inside, she'd tucked herself and Ben in corner behind a stack of boxes. However, she was more focused on keeping her cousin alive rather than worrying about the thugs that were chasing them.

Another cry and Gwen's heart jumped. She had to get him to wake up!

"Ben! Please!" She was shouting into his ear now. "Wake up!"

oOoOoOo

_Wha…_ Through the throbbing pain in his head, he thought he'd heard something. _Couldn't be… you're hearing things…_ move! Ben quickly rolled away from Siren's attack, her foot passing his face by mere inches.

_Ben_

Green eyes widened in disbelief as he heard the voice, faint, but undeniably there. "Gwen?" He wasn't aware he had spoken as he moved again, avoiding another blow from the psychotic woman.

_Wake up_

"What…?" Ben stood and turned to face his attacker. Her expression was a mixture of rage and desperation. _Can she hear it too…_"What's going on… Where are we!"

"You're at the end!" The hiss of contempt that coated Siren's words sent a wave a panic through him. Something about her caught his attention though, was she nervous?

He had little time to think on this realization as she lunged at him, her hands crackling with energy. He was going to die if he didn't do something fast… so he did the only thing he could think of… he jumped backwards.

Empty space surrounded him as he fell away from the stone platform. And there she was, falling right after him, her face distorting with terror as she realized what had happened.

The two plummeted towards the ground, the tower only a few feet away from their path… _no chance of surviving this fall_… _I'm sorry everybody…_

"Ben!" A deep voice rang out over the roaring of the wind as it rushed past him. A moment passed before he felt strong arms wrap themselves around his form, shielding him from the wind as they fell.

Ben opened eyes he hadn't known were shut and found himself staring into the bright red face of Fourarms. Suddenly, the fall ended as the two collided with the hard ground below, large clumps of dirt and grass being dug up as they slid to a halt.

oOoOoOo

"Stay away from us!" Gwen stood firm, her arms spread wide to ward off the dark figures that had just ripped open the cellar doors, their forms blocking out the little sunlight that shown through the doorway.

Her body shook with fear as one of the towering men stepped forward, a large hand reaching out and taking hold of her shoulder. She yelped in surprise as she found herself being lifted off the ground and sent flying into a stack of cardboard boxes that lined the other side of the basement.

The red head sat up and watched helplessly as the man grabbed her unconscious cousin and slung him over his shoulder before heading back to the opening in the room. _No! They can't take him!_

She summoned what courage she could and pushed herself off the cool concrete floor.

"Leave him alone!"

oOoOoOo

Ben couldn't feel anything. Fourarms wasn't there anymore and the wind had stopped. Now he felt as if he was floating, weightless, the pain of the previous events slowly dulling itself away.

"Ben… open your eyes…" A deep voiced urged, and he slowly complied.

Bright emerald eyes blinked away the haze that covered them until Ben could finally make out the shapes before him, surrounding him. His mouth dropped open slightly as he took in the alien forms, each suspended in the same limbo he found himself in. Ten aliens, all looking to him.

"What's…" Ben's voice was soft.

"Siren is gone." Fourarms spoke again. "She is no longer a threat in here."

"… in here?" His brow furrowed in confusion.

"All that has taken place has been within your own mind." Behind him, Diamond head spoke, his smooth voice filled with understanding.

"Oh…" was all Ben could think to say as the words hit him. He had never left earth? He wasn't on some strange planet in a far-off galaxy? But he could have died… couldn't he? That's what Siren had been trying to accomplish, wasn't it… but he had survived… had won! That thought brought a smile to his weary face. "So… all I have to do is wake up?"

The ten nodded.

"But… what will happen to you guys?" The ten year old asked, looking to his friends.

"We will be where we've always been." Heatblast spoke before pointing towards the boy's arm.

Ben looked down, surprise flashing through his eyes as he lifted the omnitrix, brushing his fingers over it as it rested on his wrist.

"It's time, Ben." Fourarms spoke, and Ben found himself wishing he could stay. He'd only been able to imagine what it would be like to meet his alien forms, but with the few hours that had passed through the day, he'd been given that chance. Now that he was able to leave, he didn't want to go, and it seemed the aliens around him could sense his hesitation.

"We'll always be with you." Stinkfly squeaked, the others nodding their agreement.

"You must go, before Siren can finish what she has started." Ben could only look at Upgrade as his own voice spoke to him.

A moment passed before the boy finally nodded, sadness falling over his face. From his side, the omnitrix flashed a bright green. The aliens gave him a smile before they quickly disappeared, each turning into a beam of radiant light that moved into the device.

Ben looked up to see Fourarms, a comforting smile on his red face. "We'll always be there when you need us." And with that said, he too vanished into the watch.

They were all gone and Ben hung silently in the empty space, his heart aching with the loss. _No… they'll still be here… get going, Tennyson…_

He knew what he had to do, now. All of this had started with one person, and she would pay for what she had done. He'd make sure of that…

Tbc…

oOoOoOoOoOoOoOoOoOoOoOoOoOoOo

…….. Ummmmmm … reeeeeeeeeeeeally sorry about how late this is ;-; and sorry the action isn't that great x.x One more chapter though and then itll be done! Thanks again for being so patient with me! Heres hopin' ill get chapter 8 done soon!

Thanks for reading!


	8. Chapter 8

Disclaimer: I don't own Ben 10 or any of the ideas or characters associated with it!

AN – Massive Massive apollogies!!!! I cant believe it took me this long to get this story finished o.o Im really sorry i made yall wait so long!!! The writers block is gone for the most part, so the story should end well... i hope... So I wont keep yall any longer!!! Heres the FINAL CHAPTER OF INVASION!!!!! ... Oh and I'm almost 24 now x.x my bad...

**Invasion**

Final Chapter

By Tippy

oOoOoOoOoOoOoOoOoOoOoOoOoOoOo

_No…_Max froze as he rounded the corner of a brick building, his lungs heaving as they faught for air. Before him, emerging from what he guessed was a cellar, were the darkly dressed figures, his grandson draped motionlessly over one of their shoulders.

"Put him down! Now!" Rage and concern had taken over as his words pierced the afternoon air. The figures gave little notice to the elder man, instead quickly moving towards the main street. _I can't let them get away! Think!_

Any action Max could have taken was halted, terror blaring in his mind as he watched Gwen dart out in front of the suited men, arms outstretched.

"Put him down you… freaks!" As demanding and fierce as her words were, there was no mistaking the tremble that had taken over her form. "Stop!"

For a split second, it seemed the two had paused in their advancement, but another large step and the two were towering over the small girl.

"Gwen!" His shouts were futile as one of the large figures grabbed his granddaughter, lifting her off the ground. "Leave her alone!" But he could only stand and watch as the man drew back a fist, ready to strike out.

oOoOoOo

Gwen's shrill scream filled the air before a bright flash of green illuminated the area around the group. The man's fist shot forward, aimed at the wide eyed girl. Her eyes clenched shut in anticipation for the blow, her heart pounding. A second passed, followed by another, and another until she was forced to peer out through slitted eyelids. A gloved fist hovered in front of her vision, red fingers wrapped around the hand of her attacker.

No words were said as the body of the second man slammed into the one who held her, his hand losing it's grip on her shoulder. She fell to the ground, stumbling back as she watched the figures crumple into a heap a few feet from where she stood. A large, four armed figure stepped in front of her, blocking out the day's setting sun, and she could feel wet tears start to fill her eyes.

"Ben?"

"Everything's going to be alright now." He didn't turn, his words even but strained with anger. "Go to Grandpa." She didn't hesitate as she quickly got to her feet, running over to the older man, a look of shock and relief on his face.

oOoOoOo

Fourarms gazed down at the two figures as they struggled to stand, a new furry burning in his eyes. These were the two men Siren had told him about; the two who had been sent and could have killed his grandpa and cousin. There was no way he was going to let these two escape.

The men were on their feet now, their forms dropping into an attack position before they lunged forward. With one quick swing, a fist smashed into one of the men's faces, sending him hurtling back into a brick building, an audible _crack_ echoing through the air.

The second man reached the red alien only to be ripped off his feet and sent slamming into the ground; dirt and dust billowing up beneath him, and Fourarms' eyes narrowed at a new discovery. Revealed from under the folds of the man's dark suit was a glint of metal. With one swift motion, the shirt was torn off effortlessly.

"Robots?" The alien stood confused for a moment, but quickly focused as the figure began to move under his grip.

"Ben! Behind you!" Gwen's shrill warning hit his ears just as he felt a solid form slam into his side, throwing him off the downed robotic man. He and his attacker skidded across the vacant cement of the back alley, finally coming to a stop against the cellar doors. Fourarms opened clenched eyes to look into the peircing red gaze of the robot he'd thrown against the wall. Sparks shot from exposed wires in the back of his skull; damage from the impact. A grin played across the red aliens face as he thought, _it's time I broke Siren's toys!_

Bringing his feet up to the robots exposed chest, Fourarms sent the form soaring into the air above him. Quickly springing up, he lept to meet the metalic figure. Four gloved hands gripped tightly around the foreign body, and with one swift spin, they sent the enemy slamming into the ground below. As he landed, the red alien gave himself a small moment of victory at seeing the shattered chunks of metal and machinery that littered the small crater before turning to his next opponent.

The first robot was standing now, his tattered shirt hanging loosly off his metallic body. It seemed to be observing the fate that had fallen upon its partner and was now hesitant to advance. Watching, Fourarms wanted to laugh; scaring a robot was a pretty tough thing to do, however, the smile that had played across his face quickly fell as he watched his enemy turn towards the two onlookers.

"Gwen! Grandpa!" He sprang forward even as the words shot from his mouth. There was little time for reacting, as the robot closed the distance between the two surprised humans. _Not gonna make it!_ Each beat of his foot seemed to dig into the solid concrete, his despiration flaring with every inch the robot made towards his family. And it was there, its fake flesh covered hand grasping onto his cousins arm, the fabric of her shirt wrinkling as the grip tightened.

He wasn't sure where the feelings came from, but as a burning fury engulfed his body he found himself pushing once more off the ground and surging forward into the being that had created such hatred. He couldn't hear the yelp of surprise that emitted from the girl as the robot was smashed into the ground. He couldn't hear the wrenching of metal or the sparks as wires were pulled visciously from slowly dieing mechanical devices. And he couldn't hear the steady beeping that slowly deepened before the eventual flash of red.

Bare hands rested against the motionless remains of the robot as short breaths escaped his body. Ben felt the anger start to ebb away and he stood, turning fearful green eyes towards Gwen.

"You okay?" His words were strained by his still rattled emotions. _Not really like this feeling too much..._

The girl nodded, here eyes unblinking as she looked down at her cousin's handywork. She'd never seen him so angry; so violent. She wasn't sure what to think, but as her gaze moved back to the boy before her, she let an exhausted smile play across her face. "Good to have you back."

Ben looked as though he were about to smile, but his expression changed into one of realization, and before she or their Grandpa could question, he turned on his heels and took off at a full sprint towards the main road of the small town.

_Where is she..._ His mind was screaming to find the woman who had caused the passed days events, but a small voice of fear was telling him to stay with his family; that she could cause more trouble that she was worth. As he skidded out onto the sidewalk that lined the seldomely busy street, his gaze darted left and right, searching for the woman's car. He found it, parked on the other side of the road, and staggering towards the driver's side door was Siren. Her face was a mask of defeat, pain and, above all anger.

Her eyes fell on him as she yanked open to door. There was no mistaking the mark she placed on him. She'd be back, and next time, she'd show no mercy.

oOoOoOo

They found him standing on the sidewalk, staring down the road, his face set in determination. Gwen wasn't sure what was going on, but ever since Ben had woken, he'd seemed different. "Ben?"

He didn't turn to look at the two figures as the stopped beside him, "She'll be back..."

"Who?" Max spoke, trying to follow his grandson's gaze, but saw nothing but a long stretch of highway.

"Siren..." He turned to face them and realized they were still confused. "Layla. She's the one who did all of this." The confusion on their faces remained for a moment longer, but it was quickly replaced with worry. His body suddenly felt heavy and the world around him began to spin as wounds from his ordeal made themselves known again. He could barely hear the muffled cries of his grandpa and cousin as their hands reached out to steady him before he sank to the ground. He was vaguely aware of their concerned faces as they leaned over him, and he realized just how happy he was to see them. He'd been so close to losing everything. _Not gonna lose them again..._ Heavy lids begin to slide closed as his thoughts drifted... _Not if I can help it..._ The dark comfort of involuntary sleep took over and his thoughts quieted.

oOoOoOo

A week had passed since that stressful day in Tonopah. Ben had suffered a mild concussion, which had forced them to stay in the small town for another day under the doctor's orders. No one had suspected them with the involvement of the two destroyed robots, which had given them time to rest before they made their way to their next destination.

Gwen sat across from her cousin as he played one of his video games. He hadn't spoken much since the incident. Of course, they'd gotten the story of all that had happened in the dream from him, and told him all that they had witnessed during the time, but she could tell there was something he was hiding; feelings he didn't want to share. She and Grandpa had known better than to push him, but every once in a while they would catch Ben staring into space with a sad look behind his green eyes. It scared her to think someone could harm her cousin in more than just a physical way.

Her eyes drifted back to her laptop as she continued clicking away. She'd done this repeatedly; looking at her cousin and then back at the computer, so she wasn't sure why she'd been so surprised to here him speak.

"I'm okay." His tone was almost reasuring as his gaze stayed on the game. "Stop checking on me."

She could feel a small flame of anger flare up at his words. "Well, I'd stop checking on you, if you'd start acting like your normal dweeby self!" Oops... she hadn't meant to say that.

Her heart was pounding, but the determination stayed on her face as his eyes lifted to meet her's. After a silent moment, he let out a tired sign and his gaze fell; the game placed on the table.

Gwen noticed his hand move to the omnitrix, his fingers lightly touching it and she finally guessed what was wrong. "You miss them?"

There was a bit of shock in his eyes as he looked back at her, but he nodded, confirming her suspicions. "I got to talk to them... for just a little while, but it was enough... And now they're all back in here." He lifted the watch for emphasis.

There was no denying the pain she could see in her cousin's eyes, but what hurt more was that nothing she could say would help ease that pain.

oOoOoOo

When night fell, they'd found a place to stop and sleep, as was normal for them on their trips. Grandpa and Gwen had found sleep quickly, their soft breathing the tell-tale sign. Ben rested on his side, eyes lazily open as he looked out over the small space inside the RV. Absentmindedly, his hand would move up to the device attached to his wrist, bringing a small pang of sadness to the surface of his mind. He knew he shouldn't feel this way; they'd told him not to, but try as he might, he couldn't get passed the fact that he'd probably never see them again... not the way he had on the alien planet, anyway.

Time slipped by as he let his turmoil stir inside him until his lids finally closed into a restless sleep. His dreams were dark, filled with images of the world created by Siren. The plants, wind and ice were all there, tormenting him with the memory. His nightmares changed one thing; his alien friends never came to help him through his dreams.

A new nightmare had started, leaving Ben atop Siren's tower, alone as the wind whipped pasted him and her evil laughter filled his ears. He sank to the ground, pulling his knees to his chest. He wanted to scream! Why was this happening to him? His sorrow continually pulled in front of him to see. "Why!?" His voice echoed out in his dream.

No one answered his cry, "Why... am I alone..."

A gentle sigh echoed in his mind before a calm, deep voice spoke. "Not to sound too cliche and all... but you're never alone."

Ben's eyes shot up, searching for the owner of the voice, but all he recieved was the same gray stone of the tower. His confusion was etched on his face as he recalled hearing the voice, but was still met with open space.

"You can't see us, Ben..." Diamondhead's voice spoke in his mind, "but we are with you."

For a moment he couldn't speak, unsure of what to say, "I... don't-I mean... I'm-" he stumbled as words failed him.

"Ben," Fourarms spoke again, "You have to stop letting all this affect you." The boy could only guess his friend meant his dreams and the ordeal with Siren. "There's something you need to understand..."

"But I don't want to!" He didn't want to accept the fact that he'd never see them again. He was acting like a little kid, but he just didn't want to care. He was supposed to be the goodguy, so why did he always end up losing!

"You have to!" Heatblast chimmed in, "We aren't just a collection of alien DNA crammed into a watch! We're you!"

The fire alien's words were still resounding off the walls in his mind as he sat in silence. "Wha?"

His own voice answered him back, "Our thoughts and actions come from you... because we are you... just in different alien packages."

"We're always with you..." Greymatter squeaked.

"... because you're all... me..." Ben hadn't noticed the swelling winds and the gray stone of the tower had disappeared, replaced by the familiar dwellings of the RV.

"So..." Fourarms started, "If you ever need to talk to us, you just have to talk to yourself." There was humor in the alien's voice that made a small smile tug at Ben's lips.

A small chuckle rose in his chest, "Gwen's gonna think I'm crazy."

oOoOoOo

Max sat on the edge of his bed, letting out a yawn and rubbing at his eyes as the morning sun hit them. He took a moment to glance at his two sleeping grandchildren. Gwen lay snug on her bed, curled under the blankets, an arm dangling over the side. He looked at Ben. Max could still feel an ache in his heart from the long week that had passed as his grandson hid his pain, but now as he looked at the boy's face, he could see a slight smile forming. He couldn't help the one that slid across his aged face at the sight. _He'll be okay..._

THE...END!!!

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WOOOOOO WE MADE IT!!!! Again again I'm soooo incredibly sorry it took me so long to write it! Im horrible... i know x.x But its done! Enjoy it! I have! Thanks for all the reviews! Yall are all wonderful!!!

Lots o' love to all of yall!!!!

Tippy


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